Orbitz 2009 Annual Report Download - page 23

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internal controls in this Annual Report on Form 10-K. In addition, we were required to have our independent
public accounting firm attest to and report on management’s assessment of the effectiveness of our internal
controls over financial reporting. If we are unable to conclude that we have effective internal controls over
financial reporting or, if our independent auditors are unable to provide us with an attestation and an
unqualified report as to the effectiveness of our internal controls over financial reporting, our investors could
lose confidence in the reliability of our financial statements, which could result in a decrease in the value of
our common stock.
We have identified significant deficiencies in our internal control over financial reporting.
In connection with the audit of our consolidated financial statements for the year ended December 31,
2008, we were required to make an assessment of the effectiveness of our internal control over financial
reporting. Although our auditors and we did not identify any matters constituting “material weaknesses” under
the standards established by the Public Company Accounting Oversight Board (United States) (“PCAOB”), our
auditors and we have identified certain matters involving our internal control over financial reporting that
constitute “significant deficiencies.”
The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a timely basis. A significant
deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is
less severe than a material weakness, yet important enough to merit attention by those responsible for
oversight of our financial reporting.
The significant deficiencies identified result from inconsistent application of controls related to the
reconciliation of certain accounts at our HotelClub subsidiary. Although we are in the process of developing
and implementing a remediation plan to address these deficiencies and believe they will be remediated,
additional measures may be necessary, and the measures we expect to take to improve these deficiencies may
not be sufficient to address the issues identified.
Prior to the assessment performed in connection with the audit of our consolidated financial statements
for the year ended December 31, 2008, we had identified several material weaknesses in our internal control
over financial reporting. Although our auditors and we believe that we have addressed the material
weaknesses, the measures we have taken may not be effective, and we may not be able to maintain effective
internal control over financial reporting in the future. As a result, there can be no assurance that we will not
identify other material weaknesses or additional significant deficiencies in the future.
If we are unable to correct the identified deficiencies in our internal controls in a timely manner, or if we
identify other material weaknesses or deficiencies in the future, our ability to record, process, summarize and
report financial information accurately and within the time periods specified in the rules and forms of the SEC
would be adversely affected. This failure could negatively affect the market price and trading liquidity of our
common stock, cause investors to lose confidence in our reported financial information, subject us to civil and
criminal investigations and penalties, and adversely impact our business and financial condition.
Travelport’s controlling holders control us and may have strategic interests that differ from ours or our
other shareholders.
Currently, Travelport and investment funds that own and/or control Travelport’s ultimate parent company
beneficially own approximately 58% of our outstanding common stock and therefore, indirectly control us and
all of our subsidiaries. As a result of this ownership, Travelport’s controlling holders are entitled to nominate
and elect all of our directors and to determine the outcome of any actions requiring the approval of our
stockholders, including adopting most amendments to our certificate of incorporation and approving or
rejecting proposed mergers, significant new investments or divestments or sales of all or substantially all of
our assets.
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